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EXHIBIT 4.4
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August 31, 2000, among
PACER INTERNATIONAL, INC., a Tennessee corporation (the "Company"), GTS
TRANSPORTATION SERVICES, INC., a California corporation ("GTS"), and Wilmington
Trust Company, as trustee (the "Trustee"), under the Indenture (referred to
hereinafter) pursuant to which the Company issued its 11 3/4% Senior
Subordinated Notes due 2007 (the "Securities").
WITNESSETH:
WHEREAS, the Company, the Guarantors named therein, and the Trustee
executed and delivered a certain Indenture dated as of May 28, 1999 (the
"Indenture"), providing for the issuance of up to an aggregate principal amount
of $150,000,000 of the Securities;
WHEREAS, the Company by appropriate action has determined that it is
desirable to amend certain provisions of the Indenture; and
WHEREAS, pursuant to a Stock Purchase Agreement dated August 31, 2000, the
Company is acquiring all of the issued and outstanding capital stock of GTS; and
WHEREAS, Section 4.18 of the indenture provides that under certain
circumstances the Company is required to cause Domestic Restricted Subsidiaries
which are not Guarantors to execute and deliver to the Trustee a supplemental
indenture and Guarantee (as defined in the Indenture) pursuant to which such
Domestic Restricted Subsidiaries shall unconditionally guarantee all of the
Company's obligations under the Securities and the Indenture on the terms set
forth in the Indenture; and
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, GTS, the
Company and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the Securities as set forth below.
Article I
Amendment
1.1 GTS hereby, jointly and severally with all other Guarantors,
unconditionally and irrevocably guarantees, on a senior subordinated basis, the
Company's obligations under the indenture and the Securities on the terms and
subject to the conditions set forth in Article Eleven of the Indenture.
1.2 Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Second Supplemental Indenture shall
form a part of the Indenture for all Purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
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Article II
Miscellaneous Provisions
2.1 For all purposes of this Second Supplemental Indenture, except as
otherwise defined or unless the context otherwise requires, capitalized terms
used herein and not defined herein shall have the meaning specified in the
Indenture.
2.2 THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
2.3 All provisions in this Second Supplemental Indenture respecting the
Company shall bind or inure to the benefit of (as the case may be) the Company,
its successors or assigns.
2.4 The recitals contained herein shall be taken as the statements of the
Company and GTS and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity of this Second
Supplemental Indenture.
2.5 This Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the of parties hereto have caused this Second
Supplemental Indenture to be duly executed as the date first above written.
PACER INTERNATIONAL, INC.
By:__________________________________
Name:_____________________________
Title:____________________________
GTS TRANSPORTATION SERVICES, INC.,as
Guarantor
By:__________________________________
Name:_____________________________
Title:____________________________
WILMINGTON TRUST COMPANY, as Trustee
By:__________________________________
Name:_____________________________
Title:____________________________
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